Club financial analysis

[MrBunce 282]

2 hours ago, GMF said:

Does it really matter who MF actually instructed to sell his shares? Ultimately, whoever it was, they would have approached a number of likeminded agents, who had clients across the globe.

The wider question for me, if Carteret were involved in the acquisition process, can they now be considered independent in terms of the waiver documents, as stated therein?

I think it does matter GMF. That's because the "independent" director for the circular was Zoe Webber. She was the chief negotiator for the club and signed the relevant documents on behalf of the club, we're also led to believe that her (and/or her husband) also facilitated the transaction. She's not independent at all, and that would also apply to Carteret if what is said above is correct. Anyway, as Purple implies, it's moot.

The Norfolk consortium seem like good guys. But heaven forbid they had actually turned out to be a Gouchuan Lai or a Dai Yongge. 

I know it's boring, but that kind of thing is why corporate governance is important.

Edited November 4 by MrBunce

[Google Bot 3,934]

53 minutes ago, GMF said:

Surely that’s more relevant than which party introduced him to MF in the first place? 

Depends if you value honest media and transparency I guess. If you're happy to be lied to and justify it in the name of money you're not of the same morals as me.

[essex canary 623]

20 minutes ago, Google Bot said:

Depends if you value honest media and transparency I guess. If you're happy to be lied to and justify it in the name of money you're not of the same morals as me.

Yes exactly. If the waiver was dishonestly obtained it should be declared null and void. Corporate Governance was much stronger in the 1970s. That being the case let's go back there. Any fan representatives worth their salt should be pressing that case in addition to the conflict of interest issue upon which @GMF appeared to agree with me on and is part of same because it should be fans (and shareholders) first and staff second.

[GMF 1,010]

34 minutes ago, Google Bot said:

Depends if you value honest media and transparency I guess. If you're happy to be lied to and justify it in the name of money you're not of the same morals as me.

You’re implying that I don’t?

@Davidlingfield indicated that Carteret were instructed by MF, he may be right there, but it’s certainly not something that has been disclosed elsewhere, hence why I questioned it.

I’ve also suggested, if it’s true, that it also raises questions about Carteret’s role in the waiver documents, as there certainly seems to be potential for a conflict of interests.

This feeds into the wider question about an independent director,  which always seemed to be difficult to address satisfactorily, given that Zoe was the only available person.

If you want to throw around the suggestion of being lied to, that’s your choice.

[GMF 1,010]

47 minutes ago, MrBunce said:

That's because the "independent" director for the circular was Zoe Webber. She was the chief negotiator for the club and signed the relevant documents on behalf of the club, we're also led to believe that her (and/or her husband) also facilitated the transaction. She's not independent at all, and that would also apply to Carteret if what is said above is correct.

I think we are on common ground with much of this.

There’s smoke and mirrors in relation to who acted for MF, who acted for the Club (presumably on instructions from ZW) and who acted for MA. Clearly there would have been at least three sets of representatives here.

If Carteret acted for MF (all we have so far is hearsay) then it would seem that they were economical with the truth in terms of independence on the waiver documents.

[essex canary 623]

12 minutes ago, GMF said:

You’re implying that I don’t?

@Davidlingfield indicated that Carteret were instructed by MF, he may be right there, but it’s certainly not something that has been disclosed elsewhere, hence why I questioned it.

I’ve also suggested, if it’s true, that it also raises questions about Carteret’s role in the waiver documents, as there certainly seems to be potential for a conflict of interests.

This feeds into the wider question about an independent director,  which always seemed to be difficult to address satisfactorily, given that Zoe was the only available person.

If you want to throw around the suggestion of being lied to, that’s your choice.

Why was Zoe the only available person? Why not Club Vice-Presidents or Neil Doncaster or Andy Cullen or any respected Senior Executive from another Club?

Tom Smith claimed at a recent meeting that AD's had received good value for their seat for life. It is provable that one family had only £5,000 value.  Let's just say disingenuous in the extreme.

Edited November 4 by essex canary

[TIL 1010 5,246]

6 hours ago, essex canary said:

Clearly Zoe was waylaid with the accounting calculations.

[shefcanary 2,955]

55 minutes ago, essex canary said:

Corporate Governance was much stronger in the 1970s.

🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣🤣

[essex canary 623]

Looks like the answers are still being avoided. The Code says that the Board must commission 'Competent Independent Advice.'

It says nothing about needing to be a Board Member. Commenting on employees conditions when you are one can't be considered to be 'competent.'

Can we get there faster than Lieutenant Columbo?

[essex canary 623]

[Google Bot 3,934]

1 hour ago, GMF said:

You’re implying that I don’t?

I haven't got a clue what you think.

Question was if it matters, to which I said it does if you expects a decent level of honesty and transparency from club and media.

My take on this is a different angle than just legalities and responsibilities, as I see the situation at the time local journalists had already been cut off by the club on Webber's advice and were faced with hard decisions on what to run on the potential ownership and events that lead up to that.  They were having to build up a story without any involvement from the club, and had jobs to support.

If true that Foulger didn't approach the club first and sought buyers independently then you have to also ask whether the likes of the Pinkun knew this and didn't want to further upset the apple cart and risk their future livelihoods.  Webber had already setup an environment where that situation could realistic exist and we know how bitter he can be in regards to his public comments calling out snakepit divorcee's.

I think there's a number of questions it raises which then go deeper than that and into the dealings side of this, so if you were to answer your own question "Does it really matter who MF actually instructed to sell his shares?" what would it be?

That would take out any implications for me.

Edited November 4 by Google Bot

[essex canary 623]

Another consideration is that the Club (and by extension any of it's officers) can't be seen to be proactive in selling Foulger's shares because they can't be seen to give Foulger favourable treatment over any other shareholder.

 

[NewNestCarrow 290]

1 hour ago, Google Bot said:

My take on this is a different angle than just legalities and responsibilities, as I see the situation at the time local journalists had already been cut off by the club on Webber's advice and were faced with hard decisions on what to run on the potential ownership and events that lead up to that.  They were having to build up a story without any involvement from the club, and had jobs to support.

If true that Foulger didn't approach the club first and sought buyers independently then you have to also ask whether the likes of the Pinkun knew this and didn't want to further upset the apple cart and risk their future livelihoods.  Webber had already setup an environment where that situation could realistic exist and we know how bitter he can be in regards to his public comments calling out snakepit divorcee's.

I expect you'll disagree, but I think it is very likely that the Webbers have better contacts in the world of sport-finance than MF.

Between them they have worked at (or directly with) Liverpool FC, Fulham FC, the Premier League and McCormicks Solicitors. The Webbers also attend seminars & events where they can meet with those involved with financing football [recent example being the  'Business of Football Summit']

 

[GMF 1,010]

49 minutes ago, NewNestCarrow said:

I expect you'll disagree, but I think it is very likely that the Webbers have better contacts in the world of sport-finance than MF.

Between them they have worked at (or directly with) Liverpool FC, Fulham FC, the Premier League and McCormicks Solicitors. The Webbers also attend seminars & events where they can meet with those involved with financing football [recent example being the  'Business of Football Summit']

 

McCormicks acted for the Club, and D&M, according to their press release. I have little doubt that MF would have had lawyers involved on his behalf too, probably financial advisors too.

MA subsequently stated that he was one of four parties in the running for MF’s shares and he had his own US and UK lawyers involved.

The first public reference to Carteret was in the first waiver document. Whether they were involved in the initial share purchase arrangement isn’t clear. 

[essex canary 623]

Was there Competent Independent Advice to the Board on the waiver matter and/or was that competent advice communicated adequately and appropriately to the shareholders?

Yes or No?

If No, shouldn't the Canaries Trust amongst others raise a question concerning the re-election of Zoe Webber or for that matter even Mark Attanasio as the whole Board must be responsible for such advice being obtained and appropriately communicated to the shareholders?

The same should be said of the Cash Flow Statement and Related Parties issue and auditors reappointment.

Edited November 5 by essex canary

[Google Bot 3,934]

4 hours ago, NewNestCarrow said:

I expect you'll disagree, but I think it is very likely that the Webbers have better contacts in the world of sport-finance than MF.

My mate worked in the trade and put me onto an awful plumber, found a much better one via the yellow pages.  So contacts aren't all that unless you're calling in a personal favour.  And if that was the case and this is from the Webber's contacts book then this is very rocky ground once we start to consider governance and the independence of the parties involved.

It's quite simple for someone in Foulger's position to reach out to a publicly accessible third party.  Particularly one who's directors have been involved in real estate companies in the area.   He's only been in the game 30 years, of course.

Edited November 5 by Google Bot

[chicken 3,087]

11 hours ago, NewNestCarrow said:

I expect you'll disagree, but I think it is very likely that the Webbers have better contacts in the world of sport-finance than MF.

Between them they have worked at (or directly with) Liverpool FC, Fulham FC, the Premier League and McCormicks Solicitors. The Webbers also attend seminars & events where they can meet with those involved with financing football [recent example being the  'Business of Football Summit']

 

I've said it before, but MA is friends with the Liverpool owners. Whether or not that's a connrction that was explored in this instance, who knows, it could well be just coincidence.

[essex canary 623]

1 hour ago, chicken said:

I've said it before, but MA is friends with the Liverpool owners. Whether or not that's a connrction that was explored in this instance, who knows, it could well be just coincidence.

Coincidence, connrction, snowpake, snowflake.

Edited November 5 by essex canary

[PurpleCanary 6,386]

9 hours ago, essex canary said:

Was there Competent Independent Advice to the Board on the waiver matter and/or was that competent advice communicated adequately and appropriately to the shareholders?

Yes or No?

If No, shouldn't the Canaries Trust amongst others raise a question concerning the re-election of Zoe Webber or for that matter even Mark Attanasio as the whole Board must be responsible for such advice being obtained and appropriately communicated to the shareholders?

The same should be said of the Cash Flow Statement and Related Parties issue and auditors reappointment.

If we are talking about the first waiver (and in effect this applies to the second) then I think that rather misses the point. The club/company was within its rights to put forward that waiver proposal. It was clear to anyone reading the document that it contained an inherent contradiction/unfairness. If you wanted the chance to force Attanasio to buy your shares then whichever way you voted was against having that chance. Very much close to a true Catch-22.

The failing was on the part of the Takeover Panel, which is meant to look after the interests of minority shareholders in a takeover. This seemed a clear case of the minorities being done down, and in my view the Panel should at least have issued a health warning about the waiver proposal. But from the conversations I had with the person in charge of the case it became apparent my moral concerns were not shared. As they were not with the supposed independence of Zoe Webber.

Edited November 5 by PurpleCanary

[GMF 1,010]

@PurpleCanary the biggest issue for me is that it was apparent at the time that an offer to minorities wasn’t even considered as an option.

The company already had over £30m finance from NG, and the conversion proposal related to less than £5m debt to equity swap. In this context it seemed a significant stretch to suggest that a failure to support the proposal would have significantly increased the risk of a complete wipeout for minority shareholders.

The fiduciary duty of directors towards minority shareholders seemed to have been completely disregarded in a deliberate attempt to ensure parity for NG.

It’s also Deja-vu a year later.

[Google Bot 3,934]

2 hours ago, chicken said:

I've said it before, but MA is friends with the Liverpool owners. Whether or not that's a connrction that was explored in this instance, who knows, it could well be just coincidence.

I think Tom Werner's son was an exec or something similar at Milwaukee so they are very close and have been for many years due to that baseball connection. I remember he talked about this in an interview with TNC.

[essex canary 623]

26 minutes ago, PurpleCanary said:

If we are talking about the first waiver (and in effect this applies to the second) then I think that rather misses the point. The club/company was within its rights to put forward that waiver proposal. It was clear to anyone reading the document that it contained an inherent contradiction/unfairness. If you wanted the chance to force Attanasio to buy your shares then whichever way you voted was against having that chance. Very much close to a true Catch-22.

The failing was on the part of the Takeover Panel, which is meant to look after the interests of minority shareholders in a takeover. This seemed a clear case of the minorities being done down, and in my view the Panel should at least have issued a health warning about the waiver proposal. But from the conversations I had with the person in charge of the case it became apparent my moral concerns were not shared. As they were not with the supposed independence of Zoe Webber.

Thanks Purple. I recently asked the Company Secretary about Zoe's position as the independent advocate. The response received was that the Panel approved her for that purpose. What I don't know is whether the Panel has in any way paid any attention to her wording in the letter of recommendation to shareholders in which she extols the virtues of the new owners maintaining full commitment to staff and their remuneration in respect of which she is a considerable beneficiary whilst at the same time having nothing worthwhile to say on the subject of minority shareholder rights. Prima facie,  a conflict of interest.

Given that Zoe is up for re-election at the AGM it seems appropriate to me that the Canaries Trust - of which I am a member - should consider asking an appropriate question concerning the professionalism of the Executive Director in relation to the AGM item re this matter.

Frankly the Canaries Trust ought to be very carefully reflecting on it's position here too. It has, like the Club, made great play of issues such as Mental Health yet seems to go soft on issues of financial abuse.

I am inclined to pose these questions to Robin Sainty.

[TIL 1010 5,246]

3 minutes ago, essex canary said:

 

Given that Zoe is up for re-election at the AGM it seems appropriate to me that the Canaries Trust - of which I am a member - should consider asking an appropriate question concerning the professionalism of the Executive Director in relation to the AGM item re this matter.

Frankly the Canaries Trust ought to be very carefully reflecting on it's position here too. It has, like the Club, made great play of issues such as Mental Health yet seems to go soft on issues of financial abuse.

I am inclined to pose these questions to Robin Sainty.

[essex canary 623]

37 minutes ago, GMF said:

@PurpleCanary the biggest issue for me is that it was apparent at the time that an offer to minorities wasn’t even considered as an option.

The company already had over £30m finance from NG, and the conversion proposal related to less than £5m debt to equity swap. In this context it seemed a significant stretch to suggest that a failure to support the proposal would have significantly increased the risk of a complete wipeout for minority shareholders.

The fiduciary duty of directors towards minority shareholders seemed to have been completely disregarded in a deliberate attempt to ensure parity for NG.

It’s also Deja-vu a year later.

Which raises the question as to why the Canaries Trust is not proactively pursuing issues of Financial Abuse within NCFC?

[essex canary 623]

2 minutes ago, TIL 1010 said:

It was a little boring. If you have seen one you have seen them all. The formula was great though. It starts with a murder. He always knew who the guilty party was. Columbo looks a complete mess. The murderer thinks he can easily pull the wool over his eyes. So the questions come. He turns up at the most inappropriate times and is impertinent 'There is only one thing that bothers me'. He gets an answer, he knows it is a lie but is nevertheless plausible. 'That explains it'. Then this repeats half a dozen times until finally he completes the final piece of the jigsaw. You are going down for a long time assuming you are that lucky in the good 'ole USA.

[TIL 1010 5,246]

26 minutes ago, essex canary said:

Which raises the question as to why the Canaries Trust is not proactively pursuing issues of Financial Abuse within NCFC?

WOW ! That is some accusation to throw at the club.

[Google Bot 3,934]

3 minutes ago, TIL 1010 said:

WOW ! That is some accusation to throw at the club.

"Just one more thing..." actually. 😉

 

[essex canary 623]

3 minutes ago, TIL 1010 said:

WOW ! That is some accusation to throw at the club.

What would you call that which @PurpleCanary described?

[GMF 1,010]

11 minutes ago, TIL 1010 said:

WOW ! That is some accusation to throw at the club.

I would suggest that someone clearly doesn’t understand the concept of financial abuse. I would suggest that it’s not relevant in this context. 

[GMF 1,010]

42 minutes ago, essex canary said:

Which raises the question as to why the Canaries Trust is not proactively pursuing issues of Financial Abuse within NCFC?

Discussions of this nature aren’t going to be discussed on a forum like this. It’s simply not how business is handled.